Exhibit
10.5


 


FIRST AMENDMENT TO AMENDED AND
RESTATED LEASE AGREEMENT


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is made and
entered into as of June 23, 2004 by and among each of the parties identified on
the signature page hereof as landlord, as landlord (collectively, “Landlord”),
and FIVE
STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS, pursuant to the terms of that certain
Amended and Restated Lease Agreement, dated as of March 1, 2004, as amended by
that certain Partial Termination and Amendment of Lease Agreement, dated as of
April 19, 2004 (as so amended, the “Consolidated Lease”), Landlord
leases to Tenant, and Tenant leases from Landlord, the Property (this and other
capitalized terms used but not otherwise defined herein having the meanings
given such terms in the Consolidated Lease), all as more particularly described
in the Consolidated Lease; and


 


WHEREAS, SPTIHS
Properties Trust has acquired certain real property and related improvements in
St. Joseph, Missouri known as Beverly Manor and located on the land which is
more particularly described on Exhibit A attached hereto (the “Additional
Property”); and


 


WHEREAS,
SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish
to further amend the Consolidated Lease to include the Additional Property;


 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:


 


1.             Effective
as of the date hereof, Exhibit A-31 of the Consolidated Lease is hereby deleted
in its entirety and replaced with Exhibit A attached hereto.


 


2.             Effective
as of May 1, 2004, the definition of “Minimum Rent” set forth in
Section 1.67 of the Consolidated Lease is hereby amended by deleting the
existing definition and replacing it with the following definition:


 


“Minimum Rent”
shall mean Seventeen Million Eight Hundred Eighty Thousand Two Hundred
Sixty-Nine Dollars ($17,880,269) per annum.


 

















 


3.             Effective
as of May 1, 2004, Tenant shall pay all Additional Rent and Additional Charges
related to the Property described on Exhibit A attached hereto as if such
Property had been included as part of the Leased Property as of May 1, 2004.


 


4.             Provided
that no Event of Default shall have occurred and be continuing under the
Consolidated Lease and Tenant shall otherwise comply with the applicable
provisions of Article 6 of the Consolidated Lease, Landlord agrees to
provide Tenant with an allowance of up to $200,000 (the “Allowance”) to
pay for capital repairs and improvements to the Additional Property.  Tenant shall provide Landlord with
appropriate invoices and such other documentation and information as Landlord
shall reasonably request each time Tenant requests a disbursement of all or any
portion of the Allowance.  There shall
be no adjustment of Minimum Rent in connection with any such disbursement of
the Allowance to Tenant.  If Tenant
incurs any amounts in excess of $200,000 in connection with any capital repairs
or improvements to the Additional Property, Tenant shall pay for all such
amounts in excess of $200,000 at Tenant’s sole cost and expense; provided,
however, that nothing contained in this paragraph shall impair or otherwise
limit Tenant’s right to require Landlord to disburse such amounts subject to an
adjustment in Minimum Rent, all as further described in the Consolidated Lease.


 


5.             As
amended hereby, the Consolidated Lease is hereby ratified and confirmed.


 


 


[Signatures on following page.]


 


 


2

















 


IN
WITNESS WHEREOF,
Landlord and Tenant have caused this Amendment to be duly executed, as a sealed
instrument, as of the date first set forth above.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ELLICOTT CITY LAND I LLC, ELLICOTT CITY LAND II LLC, HRES2
  PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST,
  SPT-MICHIGAN TRUST, and
  SPTMNR
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Hoadley

  	
   

  
	
   

  	
   

  	
  John R. Hoadley

  
	
   

  	
   

  	
  Treasurer of each of
  the foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  	
   

  
	
   

  	
   

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Treasurer

  



 


3

















 


EXHIBIT
A


 


THE ADDITIONAL
LAND


 


[See attached
legal description]


 


The
following exhibit to the Amendment has been omitted:


 


	
  Exhibit

  	
   

  	
  Exhibit
  Title

  
	
  A

  	
   

  	
  The Additional Land

  



 


The
Registrant agrees to furnish supplementally a copy of the foregoing omitted
exhibit to the Securities and Exchange Commission upon request.